EXHIBIT 10.36

                      SECURITY AND INTERCREDITOR AGREEMENT

         AGREEMENT,  dated  December 1, 1999,  among  Biofund,  Inc., a Delaware
corporation with an address at Box L, Millbrook, NY 12545 ("Biofund"), Donald C.
Fresne  ("Fresne"),  with an address at North Tower Hill Road, Box L, Millbrook,
NY 12545,  and Epigen,  Inc.,  a Delaware  corporation  with an address at North
Tower Hill Road, Box L, Millbrook, NY 12545 ("Epigen").

                                    RECITALS

         1. Epigen has  obtained a loan from the Bank of  Millbrook  ("Bank") in
the original  principal amount of up to $800,000 (the "Loan") upon the condition
that the Loan be secured by  collateral in the form of  certificates  of deposit
issued by the Bank  aggregating the original  principal  amount of the Loan (the
"Security").

         2.  Biofund  has  agreed to provide  such  security  (the  "Guaranty"),
subject to the terms and conditions herein provided.

         3.  Epigen   presently  owes  Fresne  an  aggregate  of   approximately
$1,699,000,  secured by a first  priority  security  interest in all of Epigen's
rights to its  proprietary  technology,  patents,  trademarks and copyrights and
scientific formulae (the "Collateral")  pursuant to an Agreement dated as of May
1, 1995.

         4. Biofund  requires a security  interest in the Collateral and certain
other rights as herein provided as a condition of providing the Security.

         NOW, THEREFORE, in consideration of the foregoing and the covenants and
conditions herein contained, Biofund, Epigen and Fresne, intending to be legally
bound, hereby agree as follows:

         Section 1.  Grant of Security Interest.
                     --------------------------

         1.1 In order to secure  repayment of the Security in the event the Loan
is  foreclosed  upon by the Bank and the  Security  is used to satisfy the Loan,
Epigen  hereby  grants to Biofund a security  interest in the  Collateral to the
same extent as that granted to Fresne, and Fresne hereby consents to such grant.

         Section 2.  Priority of Liens.
                     -----------------

         2.1 Priority  among  Lenders.  Each of Fresne and Biofund hereby agrees
that in the event  either of the liens  granted to them is  foreclosed  upon the
holder thereof the holder of the other lien shall cooperate with the foreclosing
party in such  foreclosure.  To the extent the  Collateral  is sold or otherwise
disposed of to satisfy such lien, the proceeds of such  foreclosure,  less costs
thereof,  shall be disbursed  sixty  percent  (60%) to Biofund and forty percent
(40%) to

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Fresne until the smaller of the two obligations secured by such liens shall have
been satisfied in full.  Thereafter,  any remaining  proceeds shall be disbursed
first to the holder of the unsatisfied lien until the obligation secured by such
lien is paid in full and any remaining proceeds shall be returned to Epigen.

         2.2 Execution of Documents.  The parties hereto hereby agree to execute
and  deliver  all such  financing  statements  and other  documents  as shall be
necessary  to  effectuate  the  intent of this  Agreement  and the  transactions
contemplated hereby.

         Section 3.  Warrant to Purchase Shares of Epigen Stock.
                     ------------------------------------------

         3.1  Epigen  hereby  grants to  Biofund,  or its  nominees  who must be
shareholders  of Biofund,  the right to acquire shares of Epigen's Common Stock,
$.001 par value per share ("Common Stock"), as follows:

         (a)      For  each  $100,000  of funds  provided  for the  Guaranty  by
                  Biofund,  upon  retirement  of  the  Loan  and  return  of the
                  Security  Biofund  shall  have the right to acquire up to that
                  number of shares of  Common  Stock  equal to two and  one-half
                  percent  (2-1/5%)  of the  issued  and  outstanding  shares of
                  Common Stock, on a fully diluted basis as of November 1, 1999,
                  at a price of $.01 per share.

         (b)      In  consideration  for such  right,  Biofund  shall  apply all
                  interest  earned on the  Security  to  repayment  of  interest
                  accrued  on  the  Loan,  which   application   shall  be  made
                  immediately upon the maturity date(s) of the Security.

         (c)      Epigen  promptly shall take all steps necessary to reserve for
                  issuance  a  sufficient  number of  shares of Common  Stock to
                  satisfy the exercise of such right in its entirety by Biofund.

         Section 4.  Miscellaneous.
                     -------------

         4.1  Notices.  Except  as herein  provided,  all  notices  which may be
required  or  permitted  under  this  Agreement  shall be given  in  writing  by
certified mail, return receipt requested, or by hand, by facsimile or by Express
Mail or other  recognized over night delivery  service and shall be delivered or
transmitted to the parties hereto at their respective addresses set forth above,
or such other  addresses as any of them shall  designate in accordance  with the
provisions of this Section 4.1

         4.2 Entire Agreement.  This Agreement  constitutes the entire agreement
of the parties  hereto  regarding the subject  matter hereof and  supersedes any
prior agreement of the parties hereto regarding such subject matter.

         4.3 Governing Law. This Agreement  shall be governed by and interpreted
in accordance with the laws of the State of New York.

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         4.4  Counterparts.  This  Agreement  may  be  signed  in  one  or  more
counterparts which together shall constitute one and the same instrument.

         4.5 Modification.  No modification or amendment of this Agreement shall
be effective unless in writing and signed by the parties hereto.

         4.6 Severability.  Should any provision of this Agreement be determined
to be  invalid  or  unenforceable  or at  variance  with any  present  or future
requirement of applicable law then such provision alone shall become inoperative
to the extent necessary,  and this Agreement may remain in full force and should
be  construed  so as to give  effect to the intent and purpose of the parties to
the maximum extent possible.

         4.7 Assignment.  Except as herein provided,  no party may assign all or
any portion of this  Agreement  without the prior  written  consent of the other
parties.

         4.8  Headings.  The headings  contained in this  Agreement  are for the
convenience  of  reference  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

         IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to
executed by their duly authorized  representatives  as of the day and year first
above written.

BIOFUND, INC.                               EPIGEN, INC.

By:  /s/David Clapp                         By:  /s/Donald C. Fresne
     ----------------------                      ---------------------
     David Clapp, President                      Donald C. Fresne, CEO,
                                                 President and Chairman

/s/ Donald C. Fresne
------------------------------
Donald C. Fresne, individually

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